UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 281, 2026

ASTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

New York

0-7087

16-0959303

(State of Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

130 Commerce Way

East Aurora, New York

14052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (716) 805-1599

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATRO	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On ~~May~~June 281, 2026, Astronics Corporation ~~(the~~announced ~~“Company”)~~a ~~held~~20% ~~its~~stock ~~2026~~distribution ~~Annual~~of ~~Meeting~~Class B Stock to holders of ~~Shareholders~~both ~~(“Annual~~Common ~~Meeting”)~~and Class B Stock. Stockholders will receive one share of Class B Stock for ~~which~~every ~~the~~five ~~Board~~shares of ~~Directors~~Common ~~solicited~~and ~~proxies.~~Class AtB Stock held on the ~~Annual~~record ~~Meeting~~date of June 15, 2026. Fractional shares will be paid in cash. Astronics Corporation expects the ~~shareholders~~new ~~voted~~shares of Class B Stock to be distributed on ~~the~~or ~~following:~~about June 29, 2026.

1.The ~~election~~text of the ~~Board~~press ofrelease ~~Directors;~~announcing the Class B Stock distribution is furnished as Exhibit 99.1 to this report.

2.The ~~ratification~~information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the ~~appointment~~registrant, whether made before or after the date hereof, regardless of ~~Ernst~~any &general ~~Young~~incorporation ~~LLP~~language asin such filing. The information in this report including the ~~independent~~exhibit ~~registered~~hereto, ~~public~~shall ~~accounting~~not ~~firm~~be deemed to be “filed” for purpose of Section 18 of the ~~Company~~Securities ~~for~~Exchange Act of 1934, as amended, or otherwise subject to the ~~current~~liabilities ~~fiscal~~of ~~year;~~that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

3Item 9.A01 ~~non-binding~~Financial ~~shareholder~~Statements ~~advisory~~and ~~vote on the compensation of the Company’s named executive officers;~~ Exhibits.

4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”); and


Exhibit			Description
99.1			Press Release of Astronics Corporation, dated June 1, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan (the “ESPP”).

In accordance with the Company’s Restated Certificate of Incorporation, as amended, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1.Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following votes:

	For	Withheld	Broker Non-Votes
Robert T. Brady	43,173,049	3,211,885	5,512,038
Jeffry D. Frisby	46,061,671	323,263	5,512,038
Peter J. Gundermann	45,870,198	514,736	5,512,038
Warren C. Johnson	38,776,245	7,608,689	5,512,038
Robert S. Keane	36,454,346	9,930,588	5,512,038
Neil Y. Kim	46,089,334	295,600	5,512,038
Mark Moran	35,331,124	11,053,810	5,512,038
Linda O’Brien	38,752,044	7,632,890	5,512,038
Fay West	45,224,634	1,160,300	5,512,038

2.Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026. A total of 51,289,688 votes were cast for the proposal, 523,194 votes were cast against it and 84,090 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.

3.The non-binding shareholder advisory vote on the compensation of the Company's named executive officers. A total of 44,813,274 votes were cast for the proposal, 1,366,153 votes were cast against it and 205,507 votes abstained. There were 5,512,038 broker non-votes on the proposal. The shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy.

4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan. A total of 42,885,555 votes were cast for the proposal, 3,344,537 votes were cast against it and 154,842 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.

5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan. A total of 46,218,739 votes were cast for the proposal, 146,323 votes were cast against it and 19,872 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Astronics Corporation
Date:	~~May~~June 281, 2026	By:	/s/ Nancy L. Hedges
			Nancy L. Hedges
			Vice President and Chief Financial Officer

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